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2017 (8) TMI 1719 - Tri - Companies LawSanction for the Scheme of Amalgamation - HELD THAT - Perusal of the scheme shows that the accounting treatment is in conformity with the established accounting standards. In short, there is no apprehension that any of the creditors would lose or be prejudiced if the proposed scheme is sanctioned. The said Scheme of Amalgamation will not cast any additional burden on the stakeholders and also will not prejudicially affect the interests of any class of the creditors in any manner. The Appointed date of the said Scheme is 1st April, 2015 - There is no additional requirement for any modification and the said Scheme of Amalgamation appears to be fair and reasonable and is not contrary to public policy and not violative of any provisions of law. All the statutory compliances have been made under section 391 of the Companies Act, 1956. The Company Petitions are allowed and the scheme of Amalgamation annexed with the petitions is hereby sanctioned which shall be binding on the members, creditors and shareholders.
Issues:
Company petitions for sanction of Scheme of Amalgamation involving multiple private limited companies and an unlisted public company. Analysis: 1. The Company Petitions under consideration involve the sanctioning of a Scheme of Amalgamation where five private limited companies are proposed to be merged into an unlisted public company. The purpose is to consolidate the businesses of these entities into one, facilitating growth and operational efficiency. The proposed scheme aims at benefiting all stakeholders by optimizing resources and operational effectiveness. 2. The Transferor Companies are engaged in consulting and business services, while the Transferee Company is involved in Non-Banking Financial activities. The Hon'ble Madras High Court has issued orders related to holding meetings of equity shareholders and creditors, which the petitioner companies have complied with. 3. Statutory authorities, including the Official Liquidator and Regional Director, have reviewed the scheme. The Regional Director's report indicates no objections to the scheme, emphasizing the protection of employees' interests. The Official Liquidator's report confirms compliance with accounting principles and safeguards for members, creditors, and employees. 4. An observation by the Official Liquidator highlights a non-compliance issue regarding service tax by one of the Transferor Companies. The company undertakes to rectify this non-payment. Despite this issue, the accounting treatment in the scheme aligns with established standards, ensuring creditors' interests are safeguarded. 5. The Tribunal finds the scheme fair, reasonable, compliant with statutory requirements, and not contrary to public policy or law provisions. The scheme is sanctioned, binding on members, creditors, and shareholders, leading to the dissolution of Transferor Companies without winding up. 6. The order clarifies that it does not exempt the parties from stamp duty, taxes, or other charges. The Transferor Companies are directed to deposit a specified amount for the Auditor's payment and can seek directions for the scheme's implementation. The Registrar of Companies is instructed to consolidate documents and records of the companies involved. 7. The Registry is to prepare the Order of sanction as per the prescribed format. The Scheme of Amalgamation is officially sanctioned, and the related company petitions are disposed of. Compliance requirements, including filing the order with the Registrar of Companies, are outlined for the parties involved.
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